It'll Be Alright
by thatpersonwhoisthatperson
Summary: Alternate happenings based on IM2. Pepper agrees to visit Venice with Tony on the plane, but, it turns out, the short trip will change everything. Pepperony, written for the LJ its-always-been Could've Been In Venice challenge, one-shot.


"Tony..."

He looked at her then, waiting, hoping that she didn't see the pain through his eyes.

"...what are you not telling me?" Pepper asked, her eyes softening.

Tony hesitated for a moment, just looking at her. The way she almost pursed her lips, waiting for an answer. The way her deep blue eyes bore into his.

"I don't wanna go home," he answered quietly, casting his gaze down.

Pepper smiled at him knowingly.

"Listen, let's cancel my birthday party...and we're in Europe, let's go to Venice. Cipriani, remember?" Tony looked back up at her.

She smiled wider. "Oh, yes. But...I don't think now is a good time, I mean with what happened in Monaco, and -"

"Well, then maybe that's why it's the best time."

"As CEO, I think I should..."

"As CEO, you are entitled to...a leave -"

"A leave?"

"- a company retreat -"

"A retreat? At a time like this?"

"I just think that, you know, maybe we should rest for a while, recharge our batteries..."

Pepper smiled sadly at him. "Not everybody runs on batteries, Tony."

Tony sighed at her revelation and returned the sad expression she gave. Pepper paused, and really looked at him. He was tired, worn out, and considerably quieter – and not just from what had happened at Monaco. It had seemed that way for a while now, and though she didn't no why, she felt it was the least she could do to give him a break for a few days.

The sound of Tony pushing himself up from the chair in front of her snapped Pepper out of her thoughts.

"Tony," she said quietly again.

"Yeah?" He glanced back at her.

"Now that I think about it...I really don't think a few days will hurt us that much..." she trailed off, smiling slightly.

Tony's lips twitched as though he might smile back. "So...Venice?"

"Venice."

"Excellent!" Tony clapped his hands together once and grinned.

Pepper turned back to her phone as Tony ran up to the front of the jet to set the coordinates. She had a lot of rescheduling to do.

* * *

It was becoming exceptionally hard to deny her feelings for Tony.

They ended up touring the city first, Pepper having to stop and take pictures of important landmarks every once in a while. Tony would then snatch the camera away and try to convince her to just enjoy everything with her own eyes.

It was very different from their last trip, she mused. Tony had been all over the pretty Italian women while Pepper followed behind, talking on her phone nonstop. It was very exasperating.

But now...now, Tony only had eyes for one woman. And she wasn't the least bit Italian.

Of course, there was Afghanistan to take into effect. Pepper could definitely see on a day to day basis that his captivity had changed him for the better.

And he was really showing her that.

So when he'd taken her out to dinner that night, it was all she could do to not lean in when he looked at her like she was the only person in the world. Those warm, brown eyes like liquid chocolate staring right at her and her alone...

The door of the bathroom in their suite swung open and brought Pepper out of her trance. But that wasn't the only thing. Tony was topless, and around the arc reactor were...well, she didn't have any idea what they were, except for the fact that they were lines, jagged lines that certainly didn't bode well with her.

When Tony saw her wide eyes and worried expression, a sinking feeling made itself known in the pit of his stomach – he hadn't known she was going to be sitting right there. _Wasn't she outside?_ He cursed. How could he be so careless? This was the worst way possible for her to find out. He never did tell her because he was afraid, afraid for his condition yes, but also that she'd worry herself ragged and when he – if he – was gone, she would most likely blame herself in some way.

Slowly Pepper pushed herself off the couch, making her way towards him. The silence rang in his ears.

He said nothing as she reached out tentatively, her hand hovering just above the reactor.

"Tony..." she choked, her eyes transfixed on whatever it was on his chest.

"Pepper, I -" Tony tried to explain, but she cut him off.

"What is it that you're not telling me?" Pepper cast her gaze up quickly, eying him angrily. Tony closed his eyes and sighed heavily. _Deja vu._ Except this time, she was expecting a straight-out answer.

He pinched the bridge of his nose lightly for a moment. "Listen, Pepper...the arc reactor, the palladium actually, it's...it's killing me." _Way to soften the blow, Stark._

Pepper gaped at him as she willed herself not to cry. Everything had been so perfect, and then...was she really that unobservant? Sure, he seemed a bit out of the ordinary, but she just shrugged it off when in reality here he was, near _death. _He was _dying_.

The man she grew to love, the man she loved more than anything else in the world...and just when she'd come to terms with that, she found out that the arc reactor, his primary source of living, was killing him.

"When? When did it start?" Pepper asked in a whisper.

"Um..." Tony shifted, visibly uncomfortable. "Roughly one or two months ago. See, the palladium is poisoning my body, and if I don't find a suitable replacement..." He waved his hand, because there was no need to finish that sentence. She knew.

They were quiet for a moment. Tony cleared his throat and stepped away, letting Pepper adjust to the situation.

Pepper's thoughts were in a turmoil. Two months? That long? And no wonder he'd made her CEO – oh. Suddenly everything made sense.

She glanced at Tony then and her heart seemed to melt. It hurt, seeing him like this, and to know that potentially, he could die very, very soon.

"I still don't understand," she murmured. "I thought...the whole purpose was..."

"To keep me alive?" he finished, giving a dry smile. "Yeah, guess not."

Pepper's mouth continued to open and close, like she was about to say something. Tony reached forward and grabbed her hands. He began to rub small circles over the tops of her knuckles in an effort to calm her down.

"Let's go for a walk," he decided, and she only nodded her head once.

* * *

They drove to the closest beach in silence. Pepper's head was facing the window, still trying to keep her tears at bay. _He's dying. He's dying. Oh, God, he's dying._

Out of the car they went, slamming their doors in synchronization. It was late, but the beach front was lit up from all the city lights.

As they walked, Pepper stared at the city, the ocean, the sand beneath her feet. This whole scene was set up to be so flawless, so perfect. Except it wasn't.

Pepper sighed, causing Tony to look at her inquisitively. "Hmm?" he asked.

"It's just...nothing seems as beautiful anymore," she whispered, looking away. "I wish you'd be alright. I wish...I wish I could take the pain away." Even she surprised herself with that acknowledgment.

Tony knew that he had his life on the line, and that if he didn't find an element that the reactor would accept, he would die in a matter of months. But at least, for now, he had Pepper to care about him. It was nice to know that she would be rooting for him, wishing for him to stay alive.

"Hey," he said to her, taking her hands in his and angling his body towards her. "I know it's hard to believe right now, but...I_ will_ be okay. I promise."

It was a promise he had to keep. If not for himself, for her.

"Promise me you'll continue to search for a cure?" Pepper asked softly.

"I've pretty much run out of options...but I'll have Jarvis run through every single one again, just to be sure," he told her.

Pepper was still so worried about Tony – he could've died at any time and she wouldn't have known until she found him lying there.

Pepper's head suddenly snapped up, eyes unwavering. Tony had to blink a couple times before he really looked at her. _Where did all this anger come from?_

"And why, in God's name, did you _not_ tell me before now?"

_Oh._ Tony supposed he should've known that that question was coming.

"Let me explain," he said quickly, before she could interrupt him any more.

"Please do." She crossed her arms.

"I..." He sighed heavily. "Do you know what it's like to be dying? To _know_ that you're dying? To know that when you say goodbye...it could really be goodbye? And I know I should have told you. I'll always regret that now. I was just worried...for you, mostly. I figured you'd worry, be upset with yourself that you never saw it coming. You know I don't like it when you worry. And I was afraid, because, well..." Here, Tony paused, not sure whether to go on or not. Pepper's eyes told him to continue.

"I was afraid that I was dying, that I was going to lose my life – my good life, the one where I'm a better person and doing good for the world. Iron Man would be no more, and my weapons could be openly sold again, and cause hurt to innocent people. And I didn't want you to see that. I didn't want you – or anyone, for that matter – to see me fall apart, slowly but surely. And so..."

Pepper just looked at him. A few lone tears escaped her eyes, there was no way she was holding them back anymore. Tony looked back at her. Noticing her tears, he gently wiped them away with the pad of his thumb. Pepper closed her eyes at the warmth of his fingertip.

When she reopened them, his eyes were burning into her again. And she couldn't help it – she reached up, threw her arms around his neck and kissed him, sweet and slow and reassuring. She could feel him relax under her grip and he kissed her back with equal passion.

She pulled away for a second, and he saw that she wasn't kissing him out of pity. Her eyes were soft and full of love. That was enough to drive him in again, lift her up and kiss her some more.

Then Tony cursed in pain and they broke apart. Pepper grew extremely worried.

"Are you okay?" she asked hurriedly, brow furrowed in concern.

He smiled at her. "I'm fine...I think my heart just went into overdrive a little there with you kissing me like that," he joked, trying to lighten the mood.

Pepper clucked, but returned the smile nevertheless. "Seriously, you're alright?"

"I'm alright." She opened her mouth to speak at this but he cut her off, raising up his hand. "Pepper, please don't worry. I will be alright."

And she knew, deep down, that he would find a cure, that he would be alright, and that they would be alright.

END

**Note: WHOOO. Well, a little darker than what I usually write...but it's a dark situation they've got there. And, as we all know, Tony **_**did**_** pull through with the cure! **

** I hope I did alright. Drop me some feedback if you've got the time. Thanks for reading! :)**

** -Person**


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